UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Citizens Financial Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
174610105
(CUSIP Number)
December 30, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
| [X] | Rule 13d-1(b) |
| [ ] | Rule 13d-1(c) |
| [ ] | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes.)
| CUSIP No. | 174610105 | ||||
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Capital International Investors 95-1411037 |
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] |
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| 3. | SEC USE ONLY | ||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. SOLE VOTING POWER | 23,348,266 | |
| 6. SHARED VOTING POWER | 0 | ||
| 7. SOLE DISPOSITIVE POWER | 23,354,432 | ||
| 8. SHARED DISPOSITIVE POWER | 0 | ||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,354,432 Beneficial ownership disclaimed pursuant to Rule 13d-4 |
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| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] |
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| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.7% |
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| 12. |
TYPE OF REPORTING PERSON IA |
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| Item 1. | ||||
| (a) |
Name of Issuer Citizens Financial Group, Inc. |
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| (b) |
Address of Issuer's Principal Executive Offices One Citizens Plaza, Providence, RI 02903 |
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| Item 2. | ||||
| (a) |
Name of Person Filing Capital International Investors |
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| (b) |
Address of Principal Business Office or, if None, Residence 333 South Hope Street, 55th Fl, Los Angeles, CA 90071 |
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| (c) |
Citizenship N/A |
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| (d) |
Title of Class of Securities Common Stock |
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| (e) |
CUSIP Number 174610105 |
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| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: | |||
| (a) | [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | [ ] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | [ ] | Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| (d) | [ ] | Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | [X] | An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E); | ||
| (f) | [ ] | An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F); | ||
| (g) | [ ] | A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G); | ||
| (h) | [ ] | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | [ ] | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J). | ||
| Item 4. | Ownership. | |||
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||||
| (a) | Amount Beneficially Owned: | |||
| 23,354,432 ** | ||||
| (b) | Percent of Class: | |||
| 4.7% | ||||
| (c) | Number of shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote | 23,348,266 | ||
| (ii) | shared power to vote or to direct the vote | 0 | ||
| (iii) | sole power to dispose or to direct the disposition of | 23,354,432 | ||
| (iv) | shared power to dispose or to direct the disposition of | 0 | ||
|
**Capital International Investors ("CII") is a division of Capital Research and Management Company ("CRMC"),
as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company,
Capital International, Inc., Capital International Limited, Capital International Sarl,
Capital International K.K., Capital Group Private Client Services, Inc.,
and Capital Group Investment Management Private Limited
(together with CRMC, the "investment management entities").
CII's divisions of each of the investment management entities collectively provide investment
management services under the name "Capital International Investors." CII is deemed to be the
beneficial owner of
23,354,432
shares or
4.7%
of the
492,490,966
shares believed to be outstanding.
|
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| Item 5. | Ownership of Five Percent or Less of Class. | |||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ X ] | ||||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | |||
|
Not Applicable |
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| Item 7. |
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company. |
|||
| Not Applicable | ||||
| Item 8. |
Identification and Classification of Members of the Group. Not Applicable. This schedule is not being filed pursuant to Rule 13d-1(b)(1)(ii)(J) or Rule 13d-1(d). |
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| Item 9. |
Notice of Dissolution of Group. Not Applicable |
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| Item 10. |
Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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SIGNATURE
| After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. |
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Capital International Investors
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By: /s/ Jae Won Chung |
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Date:
February 14, 2023
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Name: Jae Won Chung |
|
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Title: Vice President and Associate Counsel, Fund Business Management Group, Capital Research and Management Company |